2025 Proxy Statement - ADA

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HUNTINGTON BANCSHARES INCORPORATED

The type of bank we want to be.

Our Values

Can-do Attitude Service Heart Forward Thinking

Our Purpose

We make people's lives better, help businesses thrive and strengthen

the communities we serve

Our Vision

To be the leading People-flrst Customer-centered bank

in the country

Our Ambitions

Have the most Caring and Inclusive Culture Be an Indispensable Partner for customers and communities

Deliver Value through top quartile core performance

The value we will deliver to the market.

‌A Letter from

Our Board's Leadership

Stephen D. Steinour

Chairman, President, and CEO

David L. Porteous

Independent Lead Director

Dear Fellow Shareholders:

We are pleased to invite you to the 2026 Annual Meeting of Shareholders to be held virtually on Wednesday, April 22, 2026, at 2:00

p.m. Eastern Time via webcast. We hope you will join us online and participate in this year's meeting to consider the matters described in the following Notice of Annual Meeting and Proxy Statement and review highlights of the past year.

When looking back at 2025, it was a transformational year for Huntington marked by strong execution, peer-leading growth, and a focus on Our Purpose: making people's lives better, helping businesses thrive, and strengthening the communities we serve. Our results reflect our focused execution on our organic growth strategy and the power of our differentiated business model. During 2025, we delivered 11 percent revenue growth and generated approximately $10 billion of organic loan growth during the year, exceeding the loan growth added through combinations, along with approximately $5 billion of core deposit growth, driven by expanding primary bank relationships.

During 2025, we took many actions to position Huntington for sustained growth over the longer term. We continued our branch build-out in North and South Carolina, expanded our business 23 percent organically in Texas, and brought our middle-market banking capabilities to Florida. We announced key combinations with Veritex and Cadence, creating a powerful springboard for future growth and cementing our position as a top-10 U.S. bank. These combinations bring our full franchise to 21 states, connecting us with more than half of the U.S. population and opening the door to high-growth markets across Texas and the South. We also completed a transaction with Janney Montgomery Scott LLC to significantly expand our capital markets platform, increasing the

breadth of our financial advisory and fixed income trading. Additionally, we added functionalities and services within our commercial payments platform. We executed several integrated partnerships to deliver new fintech solutions for our consumer and small business customers. We continued to invest in our digital capabilities and in the deployment of AI implementations. These initiatives all serve to expand the breadth of the customers we serve, deepen our relationships, and help accelerate our revenue growth.

Our commitment to doing the right thing for all our constituents serves as a strategic driver for growth and, throughout the year, we continued to focus on issues important to our business and stakeholders while driving impact deep within our communities. In 2025, we received our third consecutive "Outstanding" rating for the Community Reinvestment Act, and our community impact capital financed over 8,000 affordable housing units through approximately $1 billion in investments and loans. At the same time, we expanded our support for organizations driving meaningful change.

At the Cadence closing on February 1, 2026, we welcomed three seasoned Cadence Directors onto our Board, which include James

D. (Dan) Rollins III, Virginia A. Hepner, and Alice L. Rodriguez. Mr. Rollins is currently the Vice Chairman of Huntington and Huntington Bank, having served as the Chairman of the Board of Cadence since April 2014, and CEO of Cadence since November 2012 until February 1, 2026. Mr. Rollins will provide advisory services to Huntington, and he brings significant financial services

expertise, as well as knowledge of the Texas and southern markets and communities. Ms. Hepner joined the Cadence Board in 2019 (formerly, State Bank Financial Corporation). Ms. Hepner brings to the Huntington Board of Directors over 25 years of corporate finance experience with Wachovia Bank and its predecessors, and she is the retired President and Chief Executive Officer of The Woodruff Arts Center, a nationally-esteemed visual and performing arts center in Atlanta, Georgia. Ms. Rodriguez joined the Cadence Board of Directors in January 2025. She is a co-owner of Kendall Milagro Inc., a retired executive of JPMorgan Chase & Co., and she brings to the Huntington Board of Directors significant financial services, community service, and leadership expertise. All of Huntington's current 15 Directors are nominated and standing for election at this year's Annual Meeting of Shareholders.

In summary, 2025 was an extraordinary year for Huntington. Our outstanding financial results reflect the substantial investments we have made in our capabilities over the past several years, and we intend to continue investing across all elements of our franchise going forward. We believe we have a compelling flywheel for value creation that will support our peer-leading organic growth, fuel top-tier returns, and drive sustainable competitive advantage. We are grateful to all Huntington colleagues for their caring and efforts to support each other and our customers during this time of great change. Our colleagues went above and beyond in 2025 and have carried that energy, passion, and commitment to trust and care into 2026. We appreciate the guidance and dedication from our Directors throughout this past year. We also appreciate you, our shareholders, for your trust in our good company. Thank you for your support of Huntington, and we look forward to your participation at the 2026 Annual Meeting of Shareholders.

Best wishes,

Stephen D. Steinour

Chairman, President, and CEO

David L. Porteous

Independent Lead Director

March 12, 2026

‌Notice of 2026 Annual Meeting of Shareholders

HOW TO VOTE YOUR SHARES

Online

Registered holders https://www.envisionreports.com/HBAN Beneficial owners

Follow the instructions provided in your materials

By Phone

Call the phone number at the top of your proxy card

By Mail

Complete, sign, date, and return your proxy card in the envelope provided

Online during the meeting

Attend and vote online during the virtual annual meeting

Shareholders who hold their shares in street name should refer to the voting instructions provided by their Broker.

April 22, 2026

Wednesday, 2:00 p.m. Eastern Time

Location: Online at meetnow.global/MC9UU7K

Other business that properly comes before the meeting

Information for Shareholders Who Plan to Attend the 2026 Annual Meeting of Shareholders

Huntington's Board is furnishing shareholders with this Proxy Statement to solicit proxies on its behalf to be exercised at the 2026 Annual Meeting of Shareholders, and any postponements or adjournments thereof, and we are first making this Proxy Statement available on or about March 12, 2026. Shareholders will be able to attend and participate in the Annual Meeting online, vote their shares electronically, and submit questions during the meeting by visiting meetnow.global/MC9UU7K at the meeting date and time.

Record Date: Huntington shareholders as of the close of business on February 24, 2026, will be entitled to vote at our annual meeting and at any postponements or adjournments of the meeting.

Your vote is important. Please submit your proxy as soon as possible via the internet, mail, or telephone. If your shares are held by a Broker, it is important that you provide instructions to your Broker so that your vote is counted on all matters.

2026 Virtual Annual Shareholder Meeting

Huntington will once again hold a virtual annual meeting in order to facilitate shareholder attendance and participation by enabling shareholders to participate from any location and at no cost. Shareholders as of the Record Date will be able to attend the meeting online, vote shares electronically, and submit questions during the meeting by visiting meetnow.global/MC9UU7K at the meeting date and time. The meeting webcast will begin promptly at 2:00 p.m. Eastern Time on Wednesday, April 22, 2026. If you experience technical difficulties during the check-in process or during the meeting, please call (888) 724-2416 (U.S. toll-free) or +1-781-575-2748 (outside of U.S.) for assistance. See the General Information on Voting and the Annual Meeting section of the Proxy Statement for additional information on how to participate in this year's meeting.

Voluntary E-Delivery of Proxy Materials

We encourage our shareholders to enroll in electronic delivery of proxy materials: If you are a registered shareholder, please sign up at https://www.computershare.com/hban.

If you are a beneficial owner, please contact your Broker for instructions.

Electronic delivery offers immediate and convenient access to proxy materials. It also helps us reduce paper usage and our printing and shipping costs.

By Order of the Board of Directors,

Marcy C. Hingst

Senior Executive Vice President

General Counsel and Corporate Secretary March 12, 2026

‌Table of Contents

A Letter from Our Board's Leadership 1

Notice of 2026 Annual Meeting of Shareholders 3

Table of Contents 4

Proxy Summary 7

2025 Performance Highlights 8

Information Highlights 10

Proposal Summaries 13

Election of Directors 18

Compensation of Directors 37

Corporate Governance 41

Commitment to Good Governance Practices 41

Continually Assessing and Enhancing Director Skills and

Board Effectiveness 45

Board Role and Responsibilities 48

Board, Committee, and Leadership Structure 53

Board Practices, Policies, and Processes 67

Our Executive Officers 69

Corporate Governance Documents 71

Compensation of Executive Officers 72

Compensation Discussion & Analysis 73

Report of the Human Resources and Compensation Committee 95

Executive Compensation Tables 96

Pay Versus Performance Disclosure 106

Pay Ratio Disclosure 109

Audit Matters 110

Report of the Audit Committee 112

Ownership of Voting Stock 113

Security Ownership of Directors and Executive Officers 113

Security Ownership of Certain Beneficial Owners 114

Delinquent Section 16(a) Reports 116

General Information on Voting and the Annual

Meeting 117

General Information About the Meeting 117

Proposals by Shareholders for the 2027 Annual Meeting 120

Recommendations for Directorship 120

Other Matters 121

Appendix A: Non-GAAP Reconciliation 122

Adjusted EPS 122

Adjusted Operating Leverage 123

Adjusted ROTCE 124

Adjusted Pre-Provision Net Revenue (PPNR) 124

Adjusted Tangible Book Value (TBV) 125

Adjusted Common Equity Tier 1 (CET 1) 125

Glossary 126

Readers should refer to the Glossary at the end of this Proxy Statement for definitions of capitalized terms and acronyms used throughout.

Forward-Looking Information

This Proxy Statement contains certain forward-looking statements, including, but not limited to, certain plans, expectations, goals, projections, and statements, which are not historical facts and are subject to numerous assumptions, risks, estimates, and uncertainties that are beyond the control of Huntington. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may be identified by words such as expect, anticipate, continue, believe, intend, estimate, plan, trend, objective, target, goal, or similar expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

While there is no assurance that any list of risks and uncertainties or risk factors is complete, below are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements or historical performance: changes in general economic, political, regulatory, or industry conditions; deterioration in business and economic conditions, including persistent inflation, supply chain issues or labor shortages, instability in global economic conditions and geopolitical matters, as well as volatility in financial markets; changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs; the impact of pandemics and other catastrophic events or disasters on the global economy and financial market conditions and our business, results of operations, and financial condition; the impacts related to or resulting from bank failures and other volatility, including potential increased regulatory requirements and costs, such as FDIC special assessments, long-term debt requirements and heightened capital requirements, and potential impacts to macroeconomic conditions, which could affect the ability of depository institutions, including us, to attract and retain depositors and to borrow or raise capital; unexpected outflows of deposits which may require us to sell investment securities at a loss; changing interest rates which could negatively impact the value of our portfolio of investment securities; the loss of value of our investment portfolio which could negatively impact market perceptions of us and could lead to deposit withdrawals; market perceptions of us and banks generally, including from the effects of social media; cybersecurity risks; uncertainty in U.S. fiscal and monetary policy, including the interest rate policies of the Federal Reserve; volatility and disruptions in global capital, foreign exchange, and credit markets; movements in interest rates; competitive pressures on product pricing and services; success, impact, and timing of our business strategies, including market acceptance of any new products or services including those implementing our "Fair Play" banking philosophy; introduction of new competitive products, such as stablecoins, and new competitors such as financial technology companies and other "nontraditional" bank competitors; changes in policies and standards for regulatory review of bank mergers; the nature, extent, timing, and results of governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the OCC, Federal Reserve, FDIC, and CFPB; the possibility that the anticipated benefits of recent or proposed acquisitions are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the companies or as a result of the strength of the economy and competitive factors in the areas where the companies do business; and other factors that may affect the future results of Huntington.

All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made and are based on information available at that time. Huntington does not assume any obligation to update forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in circumstances or other factors affecting forward-looking statements that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. If Huntington updates one or more forward-looking statements, no inference should be drawn that Huntington will make additional updates with respect to those or other forward-looking statements. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

See also the other reports filed with the SEC, including discussions under the "Forward-Looking Statements" and "Risk Factors" sections of Huntington's Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC and available on its website at https://www.sec.gov.

The Corporate Responsibility-based objectives, plans, targets, goals, and commitments contained within this Proxy Statement are aspirational and considered forward-looking statements; as such, we make no guarantees or promises that they will be achieved or successfully executed. Statistics and metrics included in these disclosures are estimates and may be based on assumptions.

Information contained on or accessible through our website at https://www.huntington.com or ir.huntington.com, including but not limited to, our various Corporate Responsibility reports, is not and shall not be deemed to be a part of this Proxy Statement by reference or otherwise incorporated into any other filings we make with the SEC, except to the extent we specifically incorporate such

information by reference. Some of these statements and reports contain cautionary statements regarding forward-looking information that should be carefully considered. Our statements and reports about our objectives may include statistics or metrics that are estimates, make assumptions based on developing standards that may change, and provide aspirational goals that are not intended to be promises or guarantees. The statements and reports may also change at any time, and we undertake no obligation to update them, except as required by law.

‌Proxy Summary

Regardless of whether you are planning to attend this year's annual meeting, please submit your vote over the internet; by phone; or complete, sign, and return your proxy card as soon as you can so that we can be assured of obtaining a quorum.

TIME & DATE

2:00 p.m. Eastern Time Wednesday, April 22, 2026

PLACE

Online at meetnow.global/MC9UU7K

RECORD DATE

Close of business on February 24, 2026

VOTING

Common shareholders as of the Record Date are entitled to vote. Shareholders of record and most beneficial shareholders have several methods by which they can vote. Please refer to the Notice of 2026 Annual Meeting of Shareholders for voting methods.

2025 Full Year Financial Performance

The past year saw the successful execution of strategic initiatives and sustained deposit and loan growth for Huntington during a dynamic environment for the banking sector. Over the past year, we continued to invest in our colleagues, communities, and customers. These investments are described throughout this Proxy Statement. The following provides a high-level overview of our 2025 performance:

Key Metrics

EPS

GAAP

$1.39

ROTCE

GAAP

15.7%

Adjusted(1)

16.4%

Loan Growth

EOP

$149.6

YoY

15.1%

Deposit Growth

EOP

$176.6

YoY 8.7%

Capital Growth (YoY)

TBV/Share(1) Adj. CET 1(1)(2) 18.7% 50 bps

Credit Performance NCO Ratio

0.23%

ACL Coverage 1.83%

Highlights

2025 Key Messages: Delivering Value Creation

• Focused execution is driving organic growth and proven expertise in integrating new partner banks

  • Revenue growth of 11% year-over-year(3)

  • Operating Leverage increased 73 bps (adj. 285 bps)(1)

  • PPNR Earnings Growth increased 12% (adj. 14%)(1)

    Consumer and Regional Bank

• Presence in 21 states, including the fastest growing states

• Local delivery of national capabilities

• Loans increased 9.7% year-over-year inclusive of Veritex

  Commercial Bank

• Sixth largest equipment finance lender nationally(4)

• Seventeen unique specialty verticals

• Expanding capital markets capabilities

• Loans increased 21.7% year-over-year inclusive of Veritex

1. Non-GAAP, see Appendix A to this Proxy Statement for more information.

2. AOCI adjustment aligned with G-SIB reporting requirement - inclusive of AOCI adjusted for cash flow hedges on the loan portfolio.

3. On a fully-taxable equivalent (FTE) basis assuming a 21% tax rate.

4. Equipment Leasing & Financing Association, 2024, rank amongst bank-owned firms includes Huntington Technology Finance portfolio.

To Be the Leading People-First, Customer-Centered Bank in the Country

Powerhouse Consumer and Regional Banking Franchise in 21 States

Scaled National Commercial Businesses

Local Delivery of National Capabilities with Deep Customer Relationships

Comprehensive suite of Value-added services

Leading with Advice & Guidance

Delivering Award-winning Customer Service

Supported by Top-Tier Digital Capabilities

Investments Drive Competitive

Advantage

Sustainable Operating

Leverage

Disciplined Capital

Allocation

Robust Risk

Management

Proven Execution and Integration

Track Record

Differentiated Operating Model

Powers Growth

The following chart provides highlights of many of Huntington's Corporate Responsibility and compensation practices. Shareholders should note, however, that this chart does not contain all the information provided elsewhere in this Proxy Statement; therefore, you should carefully read the entire Proxy Statement before casting your vote.

Topic Huntington's Practice

Number of Director nominees 15

Substantially independent Director nominees Yes, 80% of nominees are independent Independence of Audit Committee, HRCC, and NCG Committee 100%

Combined Chairman/CEO Yes

Independent Lead Director with clearly defined authority and duties Yes

Average Director nominee age 65 years as of April 22, 2026

Mandatory retirement age 75 years unless an exception is made

Average Director nominee tenure 8.0 years as of April 22, 2026

Overboarded Directors No nominee serves on more than two other public company boards

Board evaluations Annual rigorous process, including a Board-level evaluation, committee-level evaluations, and one-on-one discussions between the independent Lead Director and each other Director; periodic use of a third party

Director onboarding and ongoing education Yes

Director election voting standard Majority of the votes cast for and against each nominee, with plurality carveout for contested elections

Director election frequency Annual

Blank check preferred Yes, but Huntington's capital plan is submitted to the Federal Reserve

Number of Board meetings held in 2025 17

Number of Board and committee meetings held in 2025 69

Average Board and committee meeting attendance in 2025 97.9%

Executive sessions with only independent Directors Yes, scheduled for all regular quarterly Board meetings

Direct access to management and other colleagues Yes, the Board has direct access

Risk mitigation practices Established an aggregate moderate-to-low risk appetite for the enterprise with key risks overseen by Board committees

Topic Huntington's Practice

Right to call special meetings Yes, by a majority of outstanding shares

Right to act by written consent Must be unanimous

One share, one vote policy Yes

Dual-class common stock None

Cumulative voting permitted No

Supermajority voting requirements 66.67% for charter or bylaw amendments

Poison pill No

Proxy access bylaw No

Exclusive forum bylaw Yes, exclusive federal forum for Securities Act of 1933 claims

Fee shifting bylaw No (prohibited by state law)

Shareholder engagement Ongoing throughout the year

Council of Institutional Investors member Yes

Independent auditor PwC (since 2015)

Board oversight of Corporate Responsibility Yes

Stakeholder assessment conducted Yes

Human Rights Statement Yes

Service Provider Code of Conduct Yes

SASB Index disclosed Yes, included within our Corporate Responsibility Report

PCAF member Yes

EEO-1 data disclosure Yes, available on our website

Pay Equity Comparison Yes, included within our Corporate Responsibility Report

Topic Huntington's Practice

Succession planning for CEO and other executives Yes, at least annually

CEO pay ratio 135:1

Stock ownership guidelines 10X salary for CEO and 3X for each NEO Dividend or dividend equivalents paid on equity grants prior to vesting No

Prohibition on Director and executive officer hedging and pledging of Huntington stock

Yes

Performance-based compensation Yes, a majority of aggregate NEO LTI is based upon long-term performance; PSUs make up 60% of total annual LTI grant value for CEO and 55% for other NEOs

Compensation tied to culture Yes, with performance reviews based 50% on what (goals) and 50% on how (behaviors supporting our Values) executives deliver

Recoupment policy Yes

Compensation metrics Balanced portfolio of metrics that drive annual and long-term goals in a risk appropriate manner

Current frequency of say-on-pay vote Annual

Double-trigger change-in-control provisions Yes

Excise tax gross-ups No

Repricing of previously-granted stock options without shareholder approval No

Annual assessment of compensation programs Yes, against both peers and market best practices

Incentive plans encourage excessive risk taking No

Independent compensation consultant Pearl Meyer

Common stock symbol HBAN

Stock exchange Nasdaq

Common stock outstanding as of the Record Date 2,037,119,660 shares

State of incorporation Maryland

Year founded 1866

Corporate headquarters Columbus, Ohio

Registrar and transfer agent Computershare

Corporate website huntington.com

Investor Relations website ir.huntington.com

‌Proposal Summaries

The Board proposes the election of 15 Director nominees at this annual meeting.

All our nominees are seasoned leaders and bring to our Board an effective variety of skills, knowledge, experience, and perspectives.

• See page 18 for further information.

Our Board recommends a vote FOR the election of each of the nominees for Director.

This year's slate of nominees is comprised of a variety and balanced combination of backgrounds, experience, tenure, and other diverse attributes. We believe that Huntington's Directors, both individually and as a group, possess the mixture of skills needed to oversee the Company and its operations both now and in the future.

As of February 1, 2026, we added three Directors as part of the Cadence Merger: Virginia A. Hepner, Alice L. Rodriguez, and James

D. (Dan) Rollins III. Mr. Rollins and Mses. Hepner and Rodriguez are standing for election by shareholders for the first time at this annual meeting. All three Directors previously served on the Cadence Board.

The total number of Director nominees standing for election at the Annual Meeting of Shareholders is 15 Directors.

The Director nominees self-identified their demographic characteristics, which are represented in the following graphics.

53.3%

80%

TOTAL DIVERSITY INDEPENDENT AVERAGE TENURE (in years)

AVERAGE AGE (in years)

50-55

56-65

66-75

Note that some percentages may not equal 100% due to rounding.

The Board and the HRCC believe that our compensation policies and practices strongly align the interests of executives and shareholders. Further, our culture focuses executives on sound risk management and appropriately rewards executives for their comprehensive performance including what they achieve and how they achieve it.

• See page 72 for further information.

Our Board recommends a vote FOR this proposal.

The following highlights Huntington's executive compensation practices, which are designed to incentivize not only success, but succeeding the right way. Plans are intended to encourage prudent risk taking while balancing both short- and longer-term wins. Shareholders should look to the Proposal 2 - Compensation of Executive Officers section of this Proxy Statement, including the CD&A, for detailed information on our pay-for-performance executive compensation structure.

Target Compensation Mix

CEO

OTHER NEOS(1)

DESCRIPTION

Base Salaries

11%

21%

Fixed component representing 11% of

aggregate total target compensation for our CEO and 21% for our other NEOs(1)

23%

29%

Annual Incentive Plan (MIP)

Annual performance-based compensation based on:

• Adjusted Earnings Per Share (EPS)(2)

• Adjusted Pre-Provision Net Revenue (PPNR) Earning Growth(2)

• Adjusted Operating Leverage(2)

66%

50%

Long-Term Incentive Plan (LTIP)

Awards of long-term incentive (LTI) grants comprised of:

• Performance Stock Units (PSU) (60% for CEO, 55% for other NEOs); based on Relative and Absolute Adjusted Return on Average Tangible Common Shareholders' Equity (ROTCE)(2)

• Restricted Stock Units (RSU) (40% for CEO, 45% for other NEOs)

1. Represents an average of annualized base salaries.

2. Non-GAAP, see Appendix A to this Proxy Statement for more information.

   Executive Compensation Best Practices

   What We Do

   • Significant stock ownership policy applicable to executive officers and next level executives receiving equity awards to reinforce alignment between shareholders and senior management

   • Significant emphasis on performance-based compensation, with the majority dependent upon long-term performance

   • Balanced portfolio of metrics that drive annual and long-term goals in a risk appropriate manner

   • All incentive compensation, including vested and paid compensation, is subject to robust recoupment policies that allow us to recover certain vested or unvested incentive compensation in the event of inappropriate risk taking or a financial restatement

   • PSUs comprise 60% of total annual LTI grant value for CEO and 55% for other NEOs for 2025

   • Annual equity-based awards made on a pre-established date to avoid any appearance of coordination with the release of material non-public information

   • Independent compensation consultant provides expert guidance and support to the HRCC

   • Shareholder engagement to exchange viewpoints with our investors

   • Annual assessment of compensation programs to compare them to those of our peers and market best practices

   • Limited perquisites representing a small component of compensation

   • Annual risk assessment of incentive compensation plans

   What We Don't Do

   • No repricing of previously-granted stock options without shareholder approval

   • No perquisite or excise tax gross-ups upon change in control

   • No single-trigger vesting of equity awards upon change in control

   • No hedging or pledging of Huntington securities by executives or Directors

   • No dividend or dividend equivalents paid on equity grants prior to vesting

   • No incentive plans encourage excessive risk-taking

   Proposal Three: Ratification of the Appointment of the Independent Registered Public Accounting Firm for 2026

   The Board and the Audit Committee believe that the continued retention of PwC to serve as our independent registered public accounting firm is in the best interests of the Company and its investors. The Audit Committee will reconsider the appointment of PwC if its selection is not ratified by the shareholders.

   • See page 110 for further information.

Our Board recommends a vote FOR this proposal.

Shareholders are being requested to ratify PwC as the Company's independent auditors for 2026. Information about PwC, our engagement arrangement, and the fees paid can be found under Proposal 3 - Ratification of the Appointment of the Independent Registered Public Accounting Firm for 2026.

‌Election of Directors

The Board proposes the election of 15 individuals as Directors at the Annual Meeting of Shareholders.

Directors elected at the meeting will each serve a one-year term until the 2027 Annual Meeting and until their successors are duly elected and qualify or their earlier resignation or removal.

We have no reason to believe that any nominee will be unable or unwilling to serve as a Director, if elected. If, however, any of these nominees should become unavailable, the Board may decrease the number of Directors pursuant to our Bylaws or may designate a substitute nominee, for whom shares represented by a properly submitted proxy would be voted.

The Board recommends a vote FOR the election of each of the nominees for Director.

Shareholders are being requested to vote on a proposal to elect the 15 nominees listed below to serve as Directors of Huntington. The Board recommends that you vote FOR each nominee because they bring to our Board an effective variety of skills, knowledge, experience, and perspectives. Each nominee is a proven leader within their respective fields and industries.

After consideration of the current composition of the Board, the results of the annual Board evaluation, and the Company's strategic objectives and goals, the Board, upon consultation with the NCG Committee, has nominated the following individuals, each of whom is currently serving, for election at the 2026 Annual Meeting of Shareholders:

Ann B. (Tanny( Crane Rafael Andres Diaz-

Granados

Virginia A. Hepner John C. (Chris( Inglis Katherine M.A. (Allie(

Kline

Richard W. Neu Kenneth J. Phelan David L. Porteous Alice L. Rodriguez James D. (Dan( Rollins III

Teresa H. Shea Roger J. Sit Stephen D. Steinour Jeffrey L. Tate Gary Torgow

Pursuant to Huntington's Bylaws, all Directors shall serve a one-year term until the 2027 Annual Meeting and until their successors are duly elected and qualify or their earlier resignation or removal.

The General Information on Voting and the Annual Meeting section of the Proxy Statement contains information on how to nominate and recommend individuals for directorship.

As part of the Cadence Merger, Huntington increased the size of the Board from 12 Directors to 15 Directors and elected three Directors to the Board effective as of February 1, 2026. The three newest members of the Board are Virginia A. Hepner, Alice L. Rodriguez, and James D. (Dan) Rollins III. Mr. Rollins and Mses. Hepner and Rodriguez are standing for election by shareholders for the first time at this annual meeting. All three Directors previously served on the Cadence Board. Other than the Agreement and

Plan of Merger by and among Huntington, Huntington Bank, and Cadence Bank and the Letter Agreement by and between Mr. Rollins and Huntington, there are no other arrangements concerning the selection of Mses. Hepner and Rodriguez and Mr. Rollins as Directors.

The Board understands the importance of and is committed to maintaining a diverse group of Directors who can bring their unique and individual skills, experiences, talents, and points of view to the boardroom.

Our nominees for directorship represent well-rounded skills, knowledge, experience, perspectives, and characteristics. All our nominees are seasoned leaders. We also have a mix of newer and longer-term Directors among the nominees. As of the 2026 Annual Meeting, the average tenure of our Director nominees will be approximately 8 years, and the nominees will range in age from 53 to 73 years.

TOTAL DIVERSITY

INDEPENDENT

AVERAGE TENURE (YEARS)

53.3%

80%

0-5

6-10

11-25

AVERAGE AGE (YEARS)

Note that some percentages may not equal 100% due to rounding.

The Board does not have a formal policy regarding diversity. The Board believes that its membership should include a range of skills, experiences, talents, and points of view. By maintaining diversity within the boardroom, the Board is setting the tone at the top.

The Corporate Governance Guidelines state that the NCG Committee will include highly qualified candidates who reflect a range of backgrounds in the pool from which nominees are chosen. The Board measures the success and efficacy of these practices by reviewing the composition of the Board on an ongoing basis.

Diaz-

Granados

Porteous

Rodriguez

Crane

Hepner

Inglis*

Kline

Neu

Phelan

Rollins

Shea

Sit

Steinour

Tate

Torgow

Skills and Experience

Audit/Financial

Reporting

Prior experience working in finance, accounting, and/or audit, internally or externally, or otherwise qualifying as an

Client/Consumer

Audit Committee Financial Expert. As a bank holding company with multiple subsidiaries and business lines, it is important to have Directors who understand auditing and financial reporting requirements.

Marketing, Branding & Communication

Experience leveraging technology to improve the customer experience online and in-store and driving omnichannel experiential initiatives. Customer marketing and branding experience with a digital mindset. We look out for people, and it is important to have Directors who understand the channels and strategies we use to connect to our customers.

Compensation

& Human Capital Management

Experience aligning compensation with strategy and performance, tying compensation to behaviors, and ensuring compensation plans do not encourage excessive risk taking. Experience developing a strong corporate culture and focusing on colleague engagement. Experience in human capital management. Looking out for people includes our colleagues, and having Directors with these skills helps ensure the Board is better able to oversee this area.

Corporate Responsibility

Experience with Corporate Responsibility practices, from a sustainability, governance, and/or reporting perspective, with a focus on leadership in modern board practices and corporate governance. We are continually striving to further integrate and advance Corporate Responsibility throughout the Company. Having Directors who understand the different facets of Corporate Responsibility is important to the Board's ability to oversee this rapidly changing field.

Financial Services

Experience with capital markets or financial market products and services and an understanding of payment platforms, models, systems, and technology. Financial services remain at the heart of Our Vision to become the country's leading people-first, customer-centered bank. It is important to have Directors who can oversee how we realize Our Vision.

Government,

Public Policy & Regulatory

Experience working closely with government officials at a local, state, or federal level; developing or leading public policy; or working in the government. Experience with regulators and regulatory issues. Banking and financial services are heavily regulated and are becoming more political in nature. Having Directors with this skill is important to the Board's oversight.

Legal

Significant experience as a lawyer at a firm, with the government, or as in-house counsel with a track record of assessing risk, implementing appropriate mitigation measures, and advising business clients. We have established an aggregate moderate-to-low risk appetite, and having Directors with a legal background helps us avoid and mitigate certain risks.

Public

Company Executive

CEO or other senior executive (direct report to CEO) of a publicly traded company. It is important to have proven leaders on the Board who can oversee the Company's management team as they execute on our strategies and goals.

Risk Management

Deep experience with enterprise risk management principles and concepts as well as experience in identifying, assessing, and managing risk at a large, complex organization. Risk and risk management plays a significant role in our industry. As such, we have established an aggregate moderate-to-low risk appetite, and we need Directors with experience in avoiding and mitigating risks.

Strategic Planning/M&A

Experience leading complex mergers, acquisitions, or divestitures and direct involvement in the integration of people, systems, data, and operations. Strategic planning is important for any company, including Huntington, and we must be able to seize opportunities as they come. It is important that we have Directors who are able to oversee our business development planning activities and evaluation of opportunities.

Technology,

Cybersecurity & Information Security

Knowledge in cybersecurity and information technology systems and developments, either through academia or industry experience. Experience leading technology strategy for a large organization or experience managing security risks at a large organization.

Demographic Background**

Independent

Tenure (Years) 16 3 <1 8* 7 16 7 22 <1 <1 2 5 17 5 5

Total Public Company Boards

1 1 3 2 2 2 2 1 1 1 1 1 2 1 2

Age (Years) 69 53 68 71 54 70 66 73 61 67 66 64 67 56 69

*Mr. Inglis previously served on the Board from 2016 to 2021, which is included in his tenure. **The "as of" date reflects the date of the

2026 Annual Meeting.

The following provides biographical information regarding each of the nominees, including the specific business experience, qualifications, attributes, and skills that were considered, in addition to prior service on the Board, when the Board determined to nominate them. As described in the following biographical information, each nominee brings significant experience to the Board and the committees on which they serve, leading to the Board's determination that each of the nominees is well qualified to serve as a Director on Huntington's Board.

Ann B. (Tanny( Crane

• Executive Chair, Crane Group Company, and former President and CEO, Crane Group Company. Since 2003, she led Crane Group Company, a privately-held, diversified portfolio company comprised of businesses primarily serving the manufacturing and services markets, as well as managing investments in private equity firms and real estate and bond portfolios. She joined the manufacturer, Crane Plastics Company, in 1987 as Director of Human Resources, and became Vice President of Sales and Marketing in 1993. She was named President in 1996, and she transitioned from her role as President and CEO to Executive Chair of Crane Group Company in 2025.

Director since: 2010

Age: 69

COMMITTEES

• Audit Committee

• HRCC

• Previously served as Product Manager for Quaker Oats from 1982 to 1987 where she managed all aspects of multiple product lines.

• Appointed as a director for the Federal Reserve Bank of Cleveland in 2003. After serving as a director for five years, she was named chair of the board and served in that capacity for two years.

• Served on the board for Wendy's International from 2003 to 2007. Also served on the board for State Savings Bank from 1993 to 1998.

• Widely recognized for her and her company's philanthropy throughout Central Ohio.

• An accomplished executive who brings a wealth of knowledge of the financial services industry, community support and investment, and leadership to our Board, all of which make her qualified to serve as a Director.

  Education

• Holds a bachelor's degree in marketing and finance from The Ohio State University and a master of management in marketing and finance from the J.L. Kellogg Graduate School of Management at Northwestern University.

  Key Experience and Skills

• • Audit/Financial Reporting

  • Client/Consumer Marketing, Branding & Communication

  • Compensation & Human Capital Management

  • Corporate Responsibility

  • Financial Services

  • Government, Public Policy & Regulatory

  • Strategic Planning/M&A

    2026 Proxy Statement | 22

    
    
    

    Director since: 2023

    Age: 53

    COMMITTEES

• Executive Committee

• HRCC (Chair)

• Risk Oversight Committee

  Rafael Andres Diaz-Granados

  
  
  Career Highlights

• Chairman and CEO, TransForce, Inc., a CDL driver solutions company, since February 2024.

• Executive Chairman, Paragon Integrated Services Group, LLC, an energy and environmental services company, since February 2024, and previously served as Chairman and CEO, from 2020 to February 2024.

• Co-founder of Angeles Investors, a Hispanic angel investing non-profit group, since 2019, and a member of the board of directors, since 2020. CEO of Cetan Investments, LLC, a leadership, consulting, and angel investing firm since 2018. Previously served as a director, from 2019 to 2020, and then as President and CEO, during 2020, of Q'Max Solutions Inc., a multinational oilfield services company. Previously served as a consultant at Spencer Stuart, a business consulting and services company, from 2016 to 2018.

• Prior to joining Paragon, Mr. Diaz-Granados also held multiple leadership positions with the General Electric Company (GE), including serving as Chief Restructuring Officer, GE Healthcare, General Counsel and Chief Commercial Officer of GE Latin America, CEO of GE Mexico, and CEO of GE Spain and Portugal. Prior to beginning his career at General Electric, Mr. Diaz-Granados was an attorney with O'Melveny & Myers, specializing in mergers and acquisitions.

• Served as a chairman of the board of Trachte LLC, from 2022 to 2024, and as a director from 2021 to 2022; serves as a member of the Latino Corporate Directors Association, since 2017, and previously served as vice-chair of the board of directors of the education foundation of the Latino Corporate Directors Association, from 2019 to 2021; served as an executive director of FIFARMA, from 2019 to 2022; served as a director of Massachusetts Growth Capital Corporation, from 2019 to 2021; and served as a director of the Puerto Rico Electric Power Authority, from 2016 to 2018.

• Brings to the Board extensive leadership and investing experience, turnaround and restructuring experience, and a proven track record of delivering strong top-line results, which makes him a valued member of the Board.

  Education

• Holds a bachelor's degree in economics from Harvard University and a juris doctor degree from Georgetown University Law Center.

  Key Experience and Skills

• • Audit/Financial Reporting

  • Client/Consumer Marketing, Branding & Communication

  • Compensation & Human Capital Management

• Corporate Responsibility

• Financial Services

• Government, Public Policy & Regulatory

• Legal

  • Risk Management

  • Strategic Planning/M&A

  • Technology, Cybersecurity & Information Security

    
    
    

    Election of Directors: Director Nominees

    
    
    

    Director since: 2026

    Age: 68

    OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS

• National Vision Holdings, Inc.

• Oxford Industries, Inc.

  Virginia A. Hepner

  Career Highlights

• Retired President and CEO of The Woodruff Arts Center, a nationally-esteemed visual and performing arts center in Atlanta, Georgia, having served in that position from July 2012 to July 2017.

• Ms. Hepner has over 25 years of corporate finance experience with Wachovia Bank and its predecessors, and she held numerous positions in corporate banking and capital markets until retiring in 2005 as an Executive Vice President.

• Served as a real estate investor, who also previously worked as a consultant to a media solutions company.

• She currently serves as a board member of the Westside Future Fund, the Community Foundation for Greater Atlanta Housing and GoAtl Committees, the Penn Institute of Urban Research, the Georgia Chapter of International Women's Forum, WABE Foundation, and the Russell Innovation Center Finance Committee.

• Brings significant financial services expertise, community support and investment, and financial acumen, which makes her a valuable addition to the Board.

  Education

• Holds a Bachelor of Science in Finance from the University of Pennsylvania's Wharton School of Business, and attended Northwestern University Kellogg School of Management.

  Other Prior Public Company Boards Within Five Years

• Prior to the Cadence Merger, she served on the Board of Directors for Cadence and its predecessors since its 2019 merger with State Bank Financial Corporation.

  Key Experience and Skills

• • Audit/Financial Reporting

  • Compensation & Human Capital Management

  • Corporate Responsibility

  • Financial Services

    • Risk Management

    • Strategic Planning/M&A

      2026 Proxy Statement | 24

      
      
      

      Director since: 2023;

      2016-2021

      Age: 71

      COMMITTEES

• Executive Committee

• NCG Committee

• Technology Committee (Chair)

  OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS

• American International Group, Inc.

  John C. (Chris( Inglis

  
  
  Career Highlights

• Former U.S. National Cyber Director at the Office of the National Cyber Director, an agency in the U.S. Government responsible for leading U.S. government strategy formulation on cybersecurity and for advising the President of the United States on matters related to cybersecurity, from 2021 to 2023.

• Prior to being appointed as the first U.S. National Cyber Director, Mr. Inglis served as a Commissioner on the

  U.S. Cyberspace Solarium Commission, a U.S. intergovernmental body charged by the U.S. Congress with making recommendations for U.S. national cyber strategy, from 2019 to 2020.

• Serves on the U.S. National Academy of Sciences Committee on International Security and Arms Control (CISAC) responsible for engaging other nations on arms control matters relating to nuclear and cyber technologies since 2023, a strategic advisor to Paladin Capital and Ballistic Capital, and as a member of the advisory boards of DataBahn, Andesite AI, Claroty, Semperis, and Secure Code Warrior cybersecurity companies. He also serves on the Board of Trustees for The MITRE Corporation and on the Board of Directors for American International Group, Inc., serving on the respective audit committee for each company.

• Served as Milanovitch Distinguished Chair of Cyber Studies at the U.S. Air Force Academy, from 2023 to 2025, was a member of the U.S. Navy Science and Technology Board, from 2023 to 2025, and served as Looker Professor of Cyber Studies at the U.S. Naval Academy, from July 2014 to July 2016,

• Served for 28 years at the National Security Agency (NSA) as a computer scientist and operational manager, retiring in 2014 as the Agency's deputy director and senior civilian leader. In this role, he acted as the NSA's chief operating officer responsible for guiding and directing strategies, operations, and policy.

• Served for 30 years in the U.S. Air Force (9 years active, followed by 21 years in the reserve component), from which he retired as Brigadier General in 2006. His military service included command at the squadron, group, and joint force headquarters and he holds a Command Pilot rating.

• Served as a director of KEYW Corp., and served on, or co-chaired, three U.S. Department of Defense Science Board studies on cyber threat and strategy. Served as a member of the U.S. Cybersecurity and Infrastructure Security Agency Advisory Council.

• Brings to the Board extensive leadership and cybersecurity expertise, which strengthens the governance of the Board, the NCG Committee, and the Technology Committee.

  Education

• Holds a bachelor's degree in engineering mechanics from the U.S. Air Force Academy and advance degrees in engineering and computer science from Columbia University, Johns Hopkins University, and George Washington University. He is also a graduate of the J.L. Kellogg Graduate School of Management at Northwestern University executive development program, the U.S. Air Force Air War College, Air Command and Staff College, and Squadron Officers' School.

• Holds an honorary doctorate from the U.S. National Intelligence University, granted in 2023.

  Other Prior Public Company Boards Within Five Years

• Served on the board of FedEx Corporation, a transportation, e-commerce, and business services company, from 2015 to 2021.

  Key Experience and Skills

• • Client/Consumer Marketing, Branding & Communication

  • Compensation & Human Capital Management

• Corporate Responsibility

• Government, Public Policy & Regulatory

• Risk Management

• Strategic Planning/M&A

• Technology, Cybersecurity & Information Security

Election of Directors: Director Nominees

Director since: 2019

Age: 54

COMMITTEES

• NCG Committee

• Technology Committee

  OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS

• BILL Holdings, Inc. (formerly Bill.com Holdings, Inc.), lead independent director

  Katherine M. A. (Allie( Kline

  Career Highlights

• Founding Principal of LEO DIX, a boutique management consultancy firm, since 2020.

• Partner at Ethos Capital since 2024.

• Served as Executive Vice President and Chief Marketing and Communications Officer for Verizon Media, the Verizon Communications, Inc. subsidiary consisting of 20+ distinctive digital brands reaching one billion consumers, including AOL, HuffPost, MAKERS, TechCrunch, Tumblr, Yahoo, Yahoo Finance, and Yahoo Sports. She served in this role from 2015 to 2018 following Verizon's acquisitions of AOL and Yahoo, where she was responsible for all consumer and B2B marketing, digital, communications, brand, and corporate citizenship. She simultaneously served as CEO of MAKERS.

• Held the position of Chief Marketing and Communications Officer for AOL from 2013 to 2015 prior to Verizon's acquisition of AOL in 2015.

• Held the position of Chief Marketing Officer for 33Across, a leading data and analytics company in the digital advertising space, from 2011 to 2012. Held the position of Vice President, Marketing for Brand Affinity Technologies, a digital sports and celebrity endorsement marketing platform, from 2008 to 2011.

• Serves as a board member and vice chairperson of the National Forest Foundation, board member of Identity Digital, and board member of 33Across.

• Founded and chaired the board of trustees of Verizon Media's Charitable Foundation and previously chaired the AOL Foundation. She also served on the executive committee for the Internet Advertising Bureau board of directors, and served on the board of The Female Quotient.

• Held digital media and marketing leadership positions with Unicast (acquired by Sizmek), InterVU (acquired by Akamai Technologies), and the Washington Wizards.

• Her experience and expertise in strategy, marketing, and communications with companies in high growth stages or amidst data and technology transformations as well as M&A, innovation, and culture leadership make her a key member of the NCG Committee, Technology Committee, and the Board.

  Education

• Holds a bachelor's degree in corporate communications from Ithaca College.

  Other Prior Public Company Boards Within Five Years

• Served on the board of Waddell & Reed Financial, Inc., an asset management and financial planning company, from 2020 to 2021.

• Served on the board of Pier 1 Imports, Inc., a retail chain specializing in imported home furnishings and décor, from 2018 to 2020.

  Key Experience and Skills

• • Client/Consumer Marketing, Branding & Communication

  • Compensation & Human Capital Management

  • Corporate Responsibility

  • Financial Services

  • Government, Public Policy & Regulatory

  • Public Company Executive

  • Strategic Planning/M&A

  • Technology, Cybersecurity & Information Security

    2026 Proxy Statement | 26

    
    
    
    
    

    Director since: 2010

    Age: 70

    COMMITTEES

• Audit Committee (Chair)

• Executive Committee

• NCG Committee

  OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS

• Somnigroup International Inc. (formerly Tempur Sealy International, Inc.)

  Richard W. Neu

  Career Highlights

• Retired Chairman of MCG Capital Corporation, a Washington, D.C.-based publicly traded business development corporation providing financing to middle market companies throughout the U.S. Mr. Neu served as chairman of the board of MCG from 2009 until its sale to PennantPark Floating Rate Capital Ltd in 2015. He also served as CEO of MCG from 2011 to 2012. He first joined the MCG board in 2007 and served as a member of the audit, nominating and corporate governance, and valuation and investment committees.

• Served as Executive Vice President, CFO, Treasurer, and director for both Charter One Financial, Inc. and Charter One Bank, from 1995 to 2004. He assumed the role of Executive Vice President, CFO, Treasurer following the merger of First Federal of Michigan and Charter One Financial, Inc. He joined First Federal of Michigan in 1985 as CFO and was elected to the board in 1992.

• Serves as the lead director, chair of the compensation committee, and as a member of the audit committee and nominating and governance committee on the board of Somnigroup International Inc.

• Served on the board of the Dollar Thrifty Automotive Group, from 2006 until its sale to Hertz Corporation in 2012. Mr. Neu served as the lead director from 2011 to 2012 and served as chairman of the board from 2010 to 2011. He previously served as chairman of the audit committee and as a member of the corporate governance committee.

• His professional experience includes seven years at a Big 4 public accounting firm, 20 years as a CFO of a major regional bank holding company, and 20 years in a variety of public company board roles.

• Possesses a comprehensive knowledge of our Bank markets, as well as extensive knowledge of the banking industry. He has led numerous bank acquisitions and integrations.

• His knowledge and diverse business experience, as well as financial acumen, make him a valued member of the Board and as Chair of the Audit Committee and member of the NCG Committee.

  Education

• Holds a bachelor's degree in business administration from Eastern Michigan University.

  Other Prior Public Company Boards Within Five Years

• Served on the board of Oxford Square Capital Corporation, a publicly-traded closed-end, management investment company, from 2016 to 2021.

  • Audit/Financial Reporting • Financial Services

  • Risk Management

  •

  Compensation & Human

  Capital Management

  •

  Government, Public Policy

  & Regulatory

  • Strategic Planning/M&A

  • Corporate Responsibility • Public Company Executive

  Key Experience and Skills

Election of Directors: Director Nominees

Director since: 2019

Age: 66

COMMITTEES

• Executive Committee

• HRCC

• Risk Oversight Committee (Chair)

  OTHER CURRENT PUBLIC COMPANY DIRECTORSHIPS

• Adtalem Global Education Inc.

  Kenneth J. Phelan

  Career Highlights

• Senior Advisor at Oliver Wyman, Inc., a global management consulting firm, since 2019.

• Served as Chief Risk Officer for the U.S. Department of the Treasury, the national treasury and finance department of the U.S. Government, from 2014 to 2019. In this role, Mr. Phelan established the department's Office of Risk Management to provide senior Treasury and other Administration officials with analysis of key risks, including credit, market, liquidity, operational, governance, and reputational risks across the department. He also served as Acting Director for the Office of Financial Research, an independent bureau within the Treasury Department charged with supporting the Financial Stability Oversight Council and conducting research about systemic risk.

• Serves on the Board of John Hancock Mutual Fund since November 2025.

• Served as CRO for RBS Americas, from 2011 to 2014.

• Possesses broad risk oversight expertise as well as extensive knowledge of the banking industry.

• His knowledge and experience strengthen the Board's governance and risk oversight and make him a key member of the Board and strong Chair of the Risk Oversight Committee. He was determined by the Board to be a "risk management expert" under the Federal Reserve's Regulation YY.

  Education

• Holds a bachelor's degree in business administration and finance from Old Dominion University, a master's degree in economics from Trinity College in Dublin, Ireland, and a juris doctor degree from Villanova University.

  Key Experience and Skills

2026 Proxy Statement | 28